REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION

SEC Building, EDSA, GreenhillsCity of Mandaluyong, Metro Manila

Company Reg. No. AS095-002283

CERTIFICATE OF FILINGOF

AMENDED BY-LAWS

FERDI#AND B~S~~SDirector

Company Registration and Monitoring Department

KNOW ALL PERSONS BYTHESE PRESENTS:

THIS IS TO CERTIFY that the Amended By-Laws of

DMCI HOLDINGS, INC.

copy annexed, adopted on May 14, 2015 by a majority vote of the Board ofDirectors and on July 29, 2015 by the vote of the stockholders owning orrepresenting at least two-thirds of the outstanding capital stock, and certifiedunder oath by the Corporate Secretary and majority of the said Board wasapproved by the Commission on this date pursuant to the provisions ofSection 48 of the Corporation Code of the Philippines Batas Pambansa Big.68, approved on May 1, 1980, and copies thereof are filed with theCommission.

IN WITNESS WHEREOF, I have set my hand and caused the seal ofthis Commission to be affixed to this Certificate at Mandaluyong City, MetroManila, Philippines, this 2.3~ day of October, Twenty Fifteen.

Assigned ProcessorTo be accomplished by CRMD Personnel

Date Signature

COVER SHEETCOMPANYREGISTRATIONAND MONITORINGDEPARTMENT

Nature of Application SECRegistration Number

Amended Articles of Incorporation I By-Laws

Former Company NameII IN I c I.

I I I I I I I I II I I I I I I I I

AMENDED TO:New Company Name

I I I I I II I I I I II I I I I I

Principal Office (No'/Street/Barangay /City /Town/Province

121218111 lololNI IclHlllNlol IRlolclElsl IAlvIEINluIEI,1 I IIMIAIKIAITIII lelllTlvl,1 111213111 I I I I I I I I I I I

Company's Email AddressCOMPANY INFORMATION

Company's Telephone Numbers

I 888-3000 ICompany's Facsimile Number/s

I ICONTACT PERSON INFORMATION

Name of Contact Person Email Address Telephone Number/s Facsimile Number/s

Atty. Ma. Pilar Pilares-Gutierrez II Pilar.Pilares@cltPSj.com.PhI1817-6791to9511 '- _81_9_-2_72_4_/8_1_7-_59_3_8---,

Contact Person's AddressThe Valero Tower, 122 Valero St., Salcedo Village, Makati City

DOCUMENTID ~~-~--~---~~Received by Corporate Filing and Records Division (CFRD)

FORWARDEDTO:

~

Corporate and Partnership Registration DivisionGreen Lane UnitFinancial Analysis and Audit DivisionLicensing UnitCompliance Monitoring Division

OF

AMENDED BY-LAWS

DMCI HOLDINGS, INC.

ARTICLE I

SUBSCRIPTION, ISSUANCE OFAND TRANSFER OF SHARES

Section 1. Subscription. Unpaid subscription to the capitalstock of the Corporation shall be due and payable in accordance with theterms of the subscription agreement, if provided for, or at any time, orfrom time to time, as they shall be declared due and payable by theBoard of Directors. Unless otherwise provided in the subscriptionagreement, no interest shall be due on unpaid subscriptions until suchsubscriptions are declared delinquent.

Section 2. Stock Certificates. Each stockholder shall beentitled to a certificate for fully paid stock subscription in his name inthe books of the Corporation which shall be signed by the President andcountersigned by the Secretary of the Corporation and sealed with thecorporate seal certifying the number of fully-paid shares owned by him.All such certificate shall be issued in consecutive order from a certificatebook and shall be numbered and registered in the order in which theyare issued, and on the stub of each certificate issued to him. Everycertificate returned to the Corporation for the exchange or transfer ofshares shall be canceled, and attached to the stock certificate books fromwhich it originated. No certificate evidencing previously issued sharesshall be created until the old certificates corresponding to such sharesshall have been canceled and returned to its stock certificate book. Thenecessary documentary stamp taxes for the issuance of new certificatesarising from the transfer of shares shall be borne by the stockholder inwhose favor such shares are assigned or transferred.

Section 3. Transferof Shares. Transfer of shares shall bemade only on the books of the Corporation by the holders in person or byattorney authorized by power in writing, so as to show the name andcitizenship or nationality of the parties to the transaction, the date of thetransfer, the numbers of the certificates and the number of sharestransferred and on the surrender of the certificates for such sharesproperly endorsed. And upon such transfer the old certificate shall besurrendered to the Corporation by delivery thereof to the person in

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charge of the stock and transfer books and ledgers, or to such otherperson as the Board of Directors may designate, by whom it shall becanceled, and a new certificate shall thereupon be issued. All certificatespresented for transfer to the Corporation must be stamped "CANCELED"on the face thereof together with the date of cancellation, and must beimmediately attached to the corresponding stub in the stock book.Whenever any transfer of shares shall be made for collateral security,and not absolutely, such fact, if known to the Secretary or to saidtransfer agent, shall be so expressed in the entry of the transfer.Provided that no issuance or transfer of shares of stock of thisCorporation which would reduce the stock ownership of Filipino citizensto less than the minimum percentage of the outstanding capital stockrequired by law to be owned by Filipino citizens, shall be allowed orpermitted to be recorded in the books of the Corporation.

All transfer shall be valid and binding on the Corporation onlyupon the recording thereof in the books of the Corporation, cancellationof the certificate surrendered to the Secretary, and issuance of a newcertificate to the transferee.

No shares of stock against which the Corporation holds unpaidclaim shall be transferable in the books of the Corporation. 1

Section 4. Lost, Destroyed and Mutilated Certificates. Theholder of any stock of the Corporation shall immediately notify theCorporation of any loss, destruction or mutilation of the certificatetherefor. Any stockholder who claims that his certificate of stock hasbeen lost or destroyed shall file an affidavit in triplicate with theCorporation stating the circumstances of such loss or destruction, andhe shall further give notice thereof by publication in a newspaper ofgeneral circulation in Manila once a week for three (3) consecutive weeks.After one (1) year from the date of the last publication, if no contest hasbeen presented regarding said certificate(s) of stock, a new certificate orcertificates marked "DUPLICATE"shall be issued to such stockholder,provided that, a bond may be given in lieu of the one-year periodrequired prior to the issuance of the replacement stock certificate, equalto three times the market value of the share of stock represented by thecertificate of stock lost, stolen or destroyed as of the date that thewritten request for replacement certificate was filed and provided, thatthe bond be issued by a surety corporation of good standing andacceptable to the Corporation.?

1As amended by the Board of Directors on July 20, 2006, and by the stockholders on September27,2006Z Ibid.

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Section 5. Addresses. Every stockholder and transferee shallfurnish the Secretary or transfer agent with his address to which noticesmay be served upon or mailed to him. If any stockholders shall fail todesignate any change in such address, corporate notices shall be deemedproperly served upon him by delivery or mail directed to him at his lastknown postal address.

Section 6. Treasury Stock. All issued and outstanding stock ofthe Corporation which may be purchased by or transferred to theCorporation shall become treasury _stock and shall be held subject todisposition in accordance with the Seventh Article of the Articles ofIncorporation. While such stocks are held by the Corporation, they shallneither vote, nor participate in dividends.

Section 7. Fractional Shares. No certificates of stock shall beissued evidencing ownership of a fractional part of a share.

Section 8. Waiver of Pre-Emptive Right. No holder of stock ofthe Corporation shall be entitled as of right to subscribe to and/ orpurchase any additional or increased stock of any class, whether now orhereafter authorized, or obligations convertible into stock of any class orclasses whatsoever, whether now or hereafter authorized, and whetherissued for cash, property or services.

ARTICLEII

MEETINGSOF STOCKHOLDERS

Section 1. Regular Meetings. The annual meeting of thestockholders shall be held on the last Wednesday of July of each year, atthe main office of the Corporation or such other place in Metro Manila asmay be designated in the notice. If the date of the annual meeting fallson a legal holiday, the annual meeting shall be held on the nextsucceeding business day which is not a legal holiday, at such hour asmay be specified in the notice of said meeting. If the election of directorsshall not be held on the day designated for the annual meeting or at anyadjournment of such meeting, the Board of Directors shall cause theelection to be held at a special meeting as soon thereafter as the samemay conveniently be held. At such special meeting, the stockholdersmay elect the directors and transact other business as stated in thenotice of the meeting with the same force and effect as at an annualmeeting duly called and held.

Section 2. Notice of Regular Annual Meetings. Except asotherwise provided by law, written or printed notice of all annual

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meetings of stockholders, stating the place and time of the meeting and,if necessary, the general nature of the business to be considered,shall be transmitted by personal delivery, mail, telegraph, facsimile orcable to each stockholder of record entitled to vote thereat at hisaddress last known to the Secretary of the Corporation, at leasttwenty (20) days before the date of the meeting. Except whereexpressly required by law, no publication of any notice of annual meetingof stockholders shall be required. If any stockholder shall, in person orby proxy, or by telegraph, cable, or facsimile, waive notice of anymeeting, whether before or after the holding of such meeting, noticethereof need not be given to him. The requirement for notice to themeeting shall be deemed waived if the stockholder, in person or by proxy,shall be present thereat. Notice of any adjourned meeting of thestockholders shall not be required to be given, except when expresslyrequired by law.

Section 3. Special Meetings. Special meetings of thestockholders may be called by the (i) Chairman of the Board, or (ii) thePresident of the Corporation, at their discretion, or (iii) upon request inwriting addressed to the Chairman of the Board, signed by a majority ofthe members of Board of Directors, or (iv)by two or more stockholdersregistered as the owners of at least thirty percent (30%) of the totalshares of stock issued and outstanding which are entitled to vote.

Section 4. Notice of Special Meetings. Whenever stockholdersare required or permitted to take any action at a meeting, a writtennotice of the meeting shall be given which shall state the place, date andtime of the meeting, and the purpose or purposes for which said meetingis called. The notice shall be given not less than twenty (20) days beforethe date of the meeting to each stockholder entitled to vote at suchmeeting. Notices shall be sent by the Secretary by personal delivery,facsimile, telegraph, cable or by mailing the notice to each stockholder ofrecord at his last known address or by publishing the notice in anewspaper of general circulation at least twenty (20) days prior to thedate of the meeting. If mailed, such notice shall be deemed to be givenwhen deposited in the Philippine mail, postage prepaid, directed to thestockholder of record at his last known postal address. Only mattersstated in the notice can be the subject of motion or discussions at themeeting. Notice of special meetings may be waived in writing by anyshareholder, in person or by proxy before or after the meeting. Suchnotice shall be deemed waived if such shareholder is present at thespecial meeting, in person or by proxy. Notice of any adjourned meeting

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of the stockholders shall not be required to be given, except whenexpressly required by law.P

Section 5. Place of Meetings. All meetings of thestockholders shall be held at the main office of the Corporation at MetroManila, Philippines or such other places in Metro Manila as may bedesignated in the notice.

Section 6. Quorum. A majority of the subscribed capital,present in person or represented by proxy, shall be sufficient at astockholders' meeting to constitute a quorum for the election of directorsand for the transaction of any business whatsoever, except in thosecases in which the Corporation Code requires the affirmative vote of agreater proportion.

In the absence of a quorum, any officer entitled to preside or act asSecretary of such meeting, shall have the power to adjourn the meetingfrom time to time, until stockholders holding the requisite number ofshares shall be present or represented. At any such adjourned meetingat which a quorum may be present, any business may be transactedwhich might have been transacted at the meeting as originally called.

Section 7. Vote. At each meeting of the stockholders, everystockholder shall be entitled to vote in person or by proxy, for each shareof stock held by him which has voting power upon the matter inquestion. The votes for the election of directors, and except upondemand by any stockholder the votes upon any question before themeeting, except with respect to procedural questions determined by thechairman of the meeting, shall be by viva voce or show of hands.

Section 8. Proxies. Stockholders may vote in person or byproxy in all meetings of stockholders. Proxies shall in writing, signed bythe stockholder and submitted to the Corporate Secretary not later thanten (10) days prior to the date of the stockholders' meeting. Validationof proxies shall be held at the date, time and place as may be stated inthe Notice of the stockholders' meeting, which in no case shall be lessthan five (5) days prior to the stockholders' meetings. In the validation ofproxies, a special committee of inspectors shall be designated orappointed by the Board of Directors which shall be empowered to passon the validity of proxies. Any dispute that may arise pertaining thereto

3 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.

Section 10. Orderof Business. The Order of Business at

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shall be resolved pursuant to the rules of the Securities and ExchangeCommission (SEC).4

Section 9. The Board of Directors may close the Stock andTransfer Books of the Corporation for a period not exceeding forty-five(45) days preceding the date of any meeting of stockholders or the datefor payment of any dividend; or in lieu of closing the Stock and TransferBooks, the Board of Directors may fix in advance a date, not exceedingforty-five (45) days preceding the date of any meeting of stockholders orthe date for the payment of any dividend, as a record date for thedetermination of the stockholders entitled to notice of, and to vote at, anysuch meeting, or entitled to receive payment of any such dividend and insuch case, only such stockholders of record on the date so fixed shall beentitled to such notice of, and to vote at, such meeting, or to receivepayment of such dividend, notwithstanding any transfer of any stock onthe books of the Corporation after any such record date fixed asaforesaid.

the annual meeting of the stockholders shall be as follows:

1. Call to order

2. Proof of proper notice of meeting

3. Approval of Minutes of Previous Meeting ofStockholders

4. Report of Officers

5. Ratification of all Acts of the Board of Directors andOfficers during the previous year

6. Appointment of independent auditor

7. NewBusiness

8. Election of Directors

9. Miscellaneous business

10. Adjournment

4 As amended by the Board of Directors on July 20, 2006, and by the stockholders on September27, 2006.

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Section 11. Adjournments. Any meeting of the stockholders,annual or special, may adjourn from time to time to reconvene at thesame or other place, and notice need not be given of any such adjournedmeeting, if the time and place thereof are announced at the meeting atwhich the adjournment is taken. At the reconvened meeting, theCorporation may transact any business which might have beentransacted at the original meeting. If the adjournment is for more thanthirty (30) days, or if after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting shall be givento each stockholder of record entitled to vote at the meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Number, Term of Office, Manner of Election.,Unless otherwise provided by the Corporation Code, the corporate powersof the Corporation shall be exercised, all business conducted and allproperty of the Corporation controlled and held by the Board of Directorsconsisting of nine (9) members, to be elected from among the holders ofcommon stock, who shall hold office for one (1) year, and until theirsuccessors are elected and qualified.

At all election of directors, there must be present, either in personor by representative, authorized to act by written proxy, the owners ofthe majority of the outstanding capital stock entitled to vote. Everystockholder entitled to vote shall have the right to vote in person or byproxy the number of shares of stock standing, at record date, in his ownname on the stock book of the Corporation; and said stockholder mayvote such number of shares for as many persons as there are directorsto be elected, or he may cumulate said shares and give one candidate asmay votes as the number of directors to be elected multiplied by thenumber of his shares shall equal, or he may distribute them on thesame principle among as many candidates as he shall see fit: Provided,that the total number of votes cast by him shall not exceed the numberof shares owned by him as shown in the books of the Corporationmultiplied by the whole number of directors to be elected: Providedfurther, that no delinquent stock shall be voted. Candidates receivingthe highest number of votes shall be declared elected.

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Provisions on independent directors shall be governed by Article IVof these Amended By-Laws."

Section 2. Qualifications. Any stockholder who is a holder ofat least one (1) common share of stock standing in his name in the booksof the Corporation, may be elected Director. The Board may provideadditional qualifications of a director such as, but not limited to thefollowing:

(a) educational attainment;(b) adequate competency and understanding of business;(c) age requirement;(d) integrity / probity;(e) assiduousness or diligence; and(f) such other qualifications is provided for in the Corporation's

Manual on Corporate Governance.v

Section 3. Disqualifications. No person shall qualify or beeligible for nomination or election to the Board of Directors if he isengaged in any business which competes with or is antagonistic to thatof the Corporation or any of its subsidiaries and affiliates. Withoutlimiting the generality of the foregoing, a person shall be deemed to be soengaged:

(a) If he is an officer, manager or controlling person of, or theowner (either or record of beneficially) of 10% or more of anyoutstanding class of shares of any corporation (other thanone in which the Corporation owns at least 30% of thecapital stock) engaged in a business which the Board, by atleast two-thirds vote of the directors present constituting aquorum, determines to be competitive or antagonistic tothat of the Corporation or its subsidiaries and affiliates: or

(b) If he is an officer, manager or controlling person of, or theowner (either of record or beneficially) of 10% or more of anyoutstanding class of shares of any other corporation or entityengaged in any line of business of the Corporation or that ofits subsidiaries and affiliates and in the judgment of theBoard, by at least two-thirds vote of the directors presentconstituting a quorum, the laws against combinations in

5 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.6 Ibid.

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restraint of trade shall be violated by such person'smembership in the Board of Directors; or

(c) If the Board, in the exercise of its judgment in good faith,determines by at least two-thirds vote of the directorspresent constituting a quorum that he is the nominee of anyperson set forth in (a) and (b).

The term "subsidiary" as used in this Section is defined as acorporation or entity in which DMCIHoldings, Inc. directly or indirectlyowns, controls or has the power to vote at least a majority of the sharesor interests therein.

The term "affiliate" as used in this Section is defined as acorporation or entity in which DMCIHoldings, Inc. directly or indirectlyowns, controls or has the power to vote at least ten percent (10%)but notmore than fifty percent (50%)of the shares or interests therein.

In determining whether or not a person is a controlling person,beneficial owner, or the nominees of another, the Board may take intoaccount such factors as business and family relationships.

Nothing contained in this Section shall disqualify a director of theCorporation from being director in the subsidiaries or affiliates of theCorporation irrespective of whether subsidiaries or affiliates are engagedin the same line of business.

The grounds for disqualification of directors shall be as set forth inthe SEC Code of Corporate Governance and the Corporation's Manual onCorporate Governance."

For the proper implementation of this prOVISIOnand to 2:ive theNomination and Election Committee sufficient time to screen theQualifications of the nominees for directors, all nominations for theelection of Directors by the stockholders shall be submitted in writing tothe Board of Directors, with the consent of the nominees, at least sixty(60) days before the scheduled date of the annual stockholders' meeting.(Amendment approved by the Board of Directors on May 14, 2015 and by thestockholders representing at least 2/3 of the outstanding capital stock on July 29, 2015.)

Section 4.8 Powers of the Board. Unless otherwise provided bylaw, the corporate powers of the Corporation shall be exercised, all

7 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.8 Ibid.

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business conducted and all property of the Corporation controlled andheld by the Board of Directors to be elected by and from among thestockholders. Without prejudice to such general powers and such otherpowers as may be granted by law, the Board of Directors shall have thefollowingexpress powers:

a. From time to time, to make and change rules andregulations not inconsistent with these by-laws for themanagement of the Corporation's business and affairs.

b. To purchase, receive, take, or otherwise acquire in any lawfulmanner, for and in the name of the Corporation, any and allproperties, rights, interests or privileges, including securitiesand bonds of other Corporations, as the transaction of thebusiness of the Corporation may reasonably or necessarilyrequire, for such consideration and upon such terms andconditions as the Board may deem proper or convenient.

c. To invest the funds of the Corporation in anotherCorporation or business or for any other purpose other thanthose for which the Corporation was organized, whenever inthe judgment of the Board of Directors, the interests of theCorporation would thereby be promoted, subject to suchstockholders' approval as may be required by law.

d. To incur such indebtedness as the Board may deemnecessary and, for such purpose, to make and issueevidence of such indebtedness including without limitation,notes, deeds of trust, instruments, bonds, debentures, orsecurities, subject to such stockholders' approval as may berequired by law, and/or pledge, mortgage, or otherwiseencumber all or part of the properties and rights of theCorporation.

e. To guarantee, for and in behalf of the Corporation,obligations of other Corporations or entities in which it haslawful interest.

f. To make provisions for the discharge of the obligations of theCorporation as they mature, including payment for anyproperty, or in stocks, bonds, debentures, or other securitiesof the Corporation lawfully issued for the purpose.

g. To sell, lease, exchange, assign, transfer or otherwise disposeof any property, real or personal, belonging to the

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Corporation whenever in the Board's judgment, theCorporation's interest would thereby be promoted.

h. To establish pension, retirement, bonus, profit-sharing orother types of incentives or compensation plans for theemployees, including officers and directors of theCorporation and to determine the persons to participate inany such plans and the amount of their respectiveparticipation.

1. To prosecute, maintain, defend, compromise or abandon anylawsuit in which the Corporation or its officers are eitherplaintiffs or defendants in connection with the business ofthe Corporation, and likewise, to grant installments for thepayments or settlement of whatsoever debts are payable tothe Corporation.

J. To delegate, from time to time any of the powers of the Boardwhich may lawfully be delegated in the course of the currentbusiness or businesses of the Corporation to any standing orspecial committee or to any officer or agent and to appointany persons to be agents of the Corporation with suchpowers (including the power to sub-delegate) and upon suchterms, as may be deemed fit.

k. To implement these by-laws and to act on any mater notcovered by these by-laws, provided such matter does notrequire the approval or consent of the stockholders underany existing law, rules or regulation.

1. Such powers and functions as prescribed in the SEC Code ofCorporate Governance and the Corporation's Manual onCorporate Goverriarice.?

Section 5.10 Composition and Term of Office. Thebusiness and property of the Corporation shall be managed by the Boardof Directors which shall be composed of stockholders who each have atleast one (1) share registered in their name and who shall be electedannually by the stockholders owning a majority of the subscribed capitalstock entitled to vote in the manner provided in these By-laws for aterm of one year. Each member of the Board of Directors shall serve

9 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.10 Ibid.

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until the election and acceptance of his duly qualified successor, or untilhis death or until he shall resign or shall have been removed in themanner provided by law.

Section 6.11 Organizational Meeting. The Board ofDirectors shall meet for the purpose of organization, election of officersand the transaction of other business, as soon as practicable after eachannual election of directors and on the same day, and if practical at thesame place at which regular meetings of the stockholders are held.t?Notice of such meeting need not be given. Such meeting may be held atany other time and place which shall be specified in a notice given ashereinafter provided for special meetings of the Board of Directors or in aconsent and waiver of notice thereof signed by all the directors.

Section 7.13 Regular and Special Meetings. Regularmeetings of the Board of Directors shall be held every quarter on suchdate and time and at such place as may be determined by the Board ofDirectors. Special meetings of the Board of Directors may be called bythe Chairman of the Board, the Vice Chairman, the President and ChiefExecutive Officer, or a majority of the Board of Directors of theCorporation.

As a general rule, members of the Board should attend regular andspecial meetings of the Board in person. 14

In view of modern technology, however, attendance at Boardmeetings through teleconference or videoconference may be allowed (i.e.conferences or meetings through electronic medium ortelecommunications where the participants who are not physicallypresent are located at different local or international places). Boardmeetings through teleconferencing or videoconferencing should complywith the rules and requirements of the pertinent SEC rules on thesubject. IS

Section 8. Notice of Meetings. Notice of either regular orspecial meetings shall be given by the Secretary by posting the same in apostage-prepaid letter addressed to each member of the Board at hisgiven address, or by delivering the same to him in person, or transmitted

11 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.12 Ibid.13 Ibid.14 Ibid.»tu«

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by telegraph, facsimile or electronic mail to each director at least five(5) business days before the day on which the meeting is to be held.The notice of special meeting shall state the time and place of themeeting and the object thereof. Notice of any meeting of the Board neednot be given to any director, if waived by him in writing, whether beforeor after such meeting is held or if he shall be present at the meeting, andany meeting of the Board shall be a legal meeting without any noticethereof having been given to any director, if all the directors shall bepresent thereat. (Amendment approved by the Board of Directors on May 14, 2015and by the stockholders representing at least 2/3 of the outstanding capital stock on July29,2015.)

Section 9.16 Quorum. A quorum at any meeting of the directorsshall consist of two-thirds (2/3) of the number of directors fixed in theArticles of Incorporation, provided, however that an independent directorshall always be in attendance. However, the absence of an independentdirector may not affect the quorum requirements if he is duly notified ofthe meeting but deliberately and without justifiable cause, fails to attendthe meeting. To monitor compliance with the above requirement, theCorporation may, at the end of every fiscal year, provide the Securitiesand Exchange Commission sworn statement that the foregoingrequirement has been complied with. The said certification may besubmitted with the Corporation's current report or in a separate filing.!?Resolutions of the Board of Directors shall be decided upon by atleast 2/3 of the members of the Board and the act of 2/3 of themembers of the Board shall be the act of the Board of Directors. Inthe absence of a quorum, a majority of the directors present may adjournany meeting from time to time until a quorum be had. Notice of anyadjourned meeting need not be given. (Amendment approved by the Board ofDirectors on May 14, 2015 and by the stockholders representing at least 2/3 of theoutstanding capital stock on July 29, 2015.)

Section 10.18 Conduct of the Meetings. Meetings of theBoard of Directors shall be presided over by the Chairman of the Board,or in his absence, the Vice-Chairman, or in the absence of the latter, thePresident and Chief Executive Officer, or if none of the foregoing is inofficeand present and acting, by any other director chosen by the Board.The Secretary shall act as secretary of every meeting, and if he is unableto do so, the Chairman of the meeting shall appoint a secretary of themeeting.

16 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.17 Ibid.18 Ibid.

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Section 11.19 Resignations. Any director of the Corporationmay resign at any time by giving written notice to the Chairman of theBoard and the Secretary of the Corporation. The resignation of anydirector shall take effect as of the date of its acceptance by the Board ofDirectors. (Amendment approved by the Board of Directors on May 14, 2015 and by thestockholders representing at least 2/3 of the outstanding capital stock on July 29, 2015.}

Section 12. Vacancies. Any vacancy in the Board other than byremoval by the stockholders or by expiration of the term, may be filled bythe vote of at least a majority of the remaining directors, if stillconstituting a quorum; otherwise, the vacancy must be filled by thestockholders in a regular or special meeting called for the purpose.v? Adirector so elected to fill a vacancy shall be elected only for the unexpiredterm of his predecessor in office.

Any directorship to be filled by reason of an increase in thenumber of directors or due to the removal of a director by thestockholders in the manner provided by law shall be filled by an electionat a regular or at a special meeting of the stockholders duly called for thepurpose, or in the same meeting authorizing such increase or removal ofdirectors.

Section 13.21 Compensation. Each director shall receive areasonable per diem for his attendance at every meeting of the Board.Subject to the approval of the stockholders owning at least a majority ofthe outstanding capital stock, directors may also be granted suchcompensation (other than per diems) provided however, that the totalyearly compensation of directors, as such directors, shall not exceed ten(10%) percent of the net income before income tax of the Corporationduring the preceding year.

Section 14.22 Executive Committee of the Board ofDirectors. The Board of Directors may form an Executive Committee=composed of five (5) members to be elected by the Board of Directorsfrom among its members. Said Committee may act by majority vote ofits members on such specific matters within the competence of the Board

19 Ibid.20 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.21 Ibid ..22 Ibid.23 Ibid.

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as may be delegated to it by the majority of the Board, except withrespect to:

a. Approval of any action for which shareholders'approval is also required;

b. Filling of vacancies in the Board of Directors;

c. Amendment or repeal of the By-laws, or the adoptionof new By-laws of the Corporation;

d. Amendment or repeal of any resolution of the Boardwhich by its express terms is not so amendable orrepealable;

e. Declaration and distribution of cash dividends toshareholders; and

f. Anymatter that may be limited by law, or by the Boardof Directors by the majority vote of its members.

ARTICLEIV

INDEPENDENT DIRECTORS

SECTION 1. Number, Definition of Independent Directors. TheCorporation shall have at least two (2) independent directors or suchnumber of independent directors as shall constitute at least twenty (20%)percent of the members of such Board, whichever is lesser. Providedfurther, that the Corporation may choose to have more independentdirectors in the Board than as above required. For this purpose, an"independent director" shall mean a person who apart from his fees andshareholdings, is independent of management and substantialshareholders and free from any business or other relationship whichcould, or could reasonably be perceived to, materially interfere with hisexercise of independent judgment in carrying out his responsibilities as adirector of the Corporation, and includes, among others, any person who:(Amendment approved by the Board of Directors on May 14, 2015 and by thestockholders representing at least 2/3 of the outstanding capital stock on July 29, 2015.)

a. Is not a director or officer of the Corporation or of its relatedcompanies or any of its substantial shareholders exceptwhen the same shall be an independent director of any ofthe foregoing;

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b. Does not own more than two percent (2%) of the shares ofthe Corporation and/ or its related companies or any of itssubstantial shareholders;

c. Is not related to any director, officer or substantialshareholder of the Corporation, any of its related companies,or any of its substantial shareholders. For this purpose,relatives shall include the spouse, parent, child, brother,sister, and the spouse of such child, brother or sister;

d. Is not acting as a nominee or representative of any directoror substantial shareholder of the Corporation, and/ or any ofits related companies, and/ or any of its substantialshareholders, pursuant to a Deed of Trust or under anysimilar contract or arrangement.

e. Has not been employed in any executive capacity by theCorporation, any of its related companies, and/ or any of itssubstantial shareholders within the last two (2) years;

f. Is not retained, either personally or through his firm or anysimilar entity, as professional adviser, by the Corporation,any of its related companies, and/ or any of its substantialshareholders, within the last two (2) years; or

g. Has not engaged, and does not engage in any transactionwith the Corporation, and/ or with any of its relatedcompanies, and/ or with any of its substantial shareholders,whether by himself, and/or with any other person, and/orthrough a firm of which he is a partner, and/ or a companyof which he is a director or substantial shareholder, otherthan transactions which are conducted at arms length andare immaterial.

Any controversy or issue ansmg from the selection,nomination or election of independent directors shall be resolvedby the SEe by appointing independent directors from the list ofnominees submitted by the stockholders.

When used in relation to this Section, "related company"shall mean another company which is: (i) its holding company; (ii)its subsidiary; or (iii) a subsidiary of its holding company."Substantial shareholder" shall mean any person who is directly or

17

indirectly the beneficial owner of more than ten percent (10%) ofany class of equity security of the Corporation.v+

SECTION2. Qualifications of Independent Directors. Anindependent director shall have the followingqualifications:

a. He shall have at least one (1) share of stock of theCorporation;

b. He shall be at least a college graduate, or shall have beenengaged or exposed to the business of the Corporation for atleast five (5)years;

c. He shall possess integrity/probity; andd. He shall be assiduous or diligent.25

SECTION3. Disqualifications of Independent Directors.No person enumerated under Section II (5) of the SEC Code of CorporateGovernance shall qualify as an independent director. He shall likewisebe disqualified during his tenure under any of the following instances orcauses:

a. He becomes an officer or employee or the Corporation whereis such member of the board of directors, or becomes any ofthe persons enumerated under Section II (5) of the SEC Codeof Corporate Governance;

b. His beneficial security ownership exceeds two percent (2%)of the outstanding capital stock of the Corporation where heis a director;

c. Fails, without justifiable cause, to attend at least fifty (50%)of the total number of board meetings during hisincumbency unless such absences are due to grave illness ordeath of an immediate family;

d. Such other disqualifications which Corporation's Manual onCorporate Governance provides.

No person convicted by final judgment of an offensepunishable by imprisonment for a period exceeding six (6)years, ora violation of this Code, committed within five (5)years prior to thedate of his election, shall qualify as an independent director. Thisis without prejudice to the other disqualifications which theCorporation's Manual on Corporate Governance provides.26

24As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.25Asamended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.26 Ibid.

18

SECTION4. Nomination and Election of IndependentDirectors. The following rules shall be observed in the nomination andelection of independent directors:

a. The Nomination Committee (the "Committee") shall have atleast three (3) members, one of whom is an independentdirector. It shall promulgate the guidelines or criteria togovern the conduct of the nomination of independentdirector / s. The same shall be properly disclosed in theCorporation's information or proxy statement or such otherreports required to be submitted to the SEC.

b. Nomination of independent director / s shall be conducted bythe Committee prior to the annual stockholders' meeting. Allrecommendations shall be signed by the nominatingstockholders, together with the written acceptance andconformity of the candidates as independent directors.

c. The Committee shall pre-screen the qualifications andprepare a final list of all candidates and put in placescreening policies and parameters to enable it to effectivelyreview the qualifications of the nominees for independentdirectors.

d. After the nomination, the Committee shall prepare a FinalList of Candidates which shall contain all the informationabout all the nominees for independent directors asrequired under Part IV (A)and (C)of Annex "C" of SRC Rule12, which list shall be made available to the Securities andExchange Commission (SEC) and to all the stockholdersthrough the filing and distribution of the InformationStatement in accordance with SRC Rule 20, or in such otherreports the Corporation is required to submit to the SEC.The name of the person or group of persons whorecommended the nomination of the independent directorshall be identified in such report, including any relationshipwith the nominee.

e. Only nominees whose names appear on the Final List ofCandidates shall be eligible for election as independentdirectors. No other nominations shall be entertained afterthe Final List of Candidates shall be have been prepared. Nofurther nomination shall be entertained or allowed on thefloor during the actual annual stockholders' meeting.s?

27 As amended by the Board of Directors on July 20,2006 and by the stockholders on September27,2006.

19

SECTION5. Conduct of Election of Independent Directors.

a. Except those required under SRC Rule 38, and subject topertinent existing laws, rules and regulations of the SEC, theconduct of the election of independent directors shall be madein accordance with the standard election procedures of theCorporation or these Bylaws.

b. It shall be the responsibility of the Chairman of the Meeting toinform all stockholders in attendance of the mandatoryrequirement of electing independent directors. He shall ensurethat independent directors are elected during the annualstockholders' meeting.

c. Specific slots for independent directors shall not be filled-up byunqualified nominees.

d. In case of failure of election for independent directors, theChairman of the Meeting shall call a separate election duringthe same meeting to fill up the vacancy.Pf

SECTION6. Termination! Cessation of IndependentDirectors. In case of resignation, disqualifications or cessation ofindependent directorship and only after notice has been made with theSEC within five (5) days from such resignation, disqualification orcessation, the vacancy shall be filled by the vote of at least a majority ofthe remaining directors, if still constituting a quorum, upon thenomination of the Committee; otherwise, said vacancies shall be filled bythe stockholders in a regular or special meeting called for that purpose.An independent director so elected to fill a vacancy shall serve only forthe unexpired term of his predecessor in office.s?

ARTICLE V

OFFICERS30

Section 1. Election, Term of Office and Qualifications. Atthe organizational meeting of the Board of Directors, the Board ofDirectors shall elect a Chairman of the Board, a Vice-Chairman, aPresident and Chief Executive Officer, an Executive Vice-President andChief Operating Officer, one or more Senior Vice-Presidents, a Treasurer,

28 As amended by the Board of Directors on July 20, 2006and by the stockholders on September27,2006.29 Ibid.30 Ibid.

Section 2. Chairman of the Board.Board shall exercise the followingfunctions:

The Chairman of the

20

an Assistant Treasurer, and a Secretary and such other officers as theBoard may deem proper. The Board of Directors may create and appointsuch other additional positions as it may consider proper. The Chairmanof the Board, the Vice-Chairman and the President shall be stockholdersand directors. Neither the Chairman of the Board, the Vice-Chairman,nor the President and Chief Executive Officer may concurrently act asSecretary or Treasurer of the Corporation. The Secretary shall be aresident and a citizen of the Philippines. Every officer shall hold officeonly during the pleasure of the Board of Directors, and all vacanciesoccurring among such officers by death, removal, resignation or disabilityshall be filed by the Board of Directors. Any such resignation shall takeeffect upon acceptance thereof by the Board of Directors. In case oftemporary absence of any officer of the Corporation, or for any otherreason that the Board of Directors may deem sufficient, the Board ofDirectors may delegate the powers and duties of such officer to anotherqualified person.

The Board of Directors may appoint such subordinate officers,agents and employees as it may deem advisable or convenient.

The Board of Directors and the President and Executive Vice-President and Chief Operating Officer from time to time shall prescribethe duties of the officers, agents and employees of the Corporation, andall officers and employees of the Corporation shall be subject toimmediate removal by the Board of Directors with or without cause.

a. To preside over all the meetings of the Board ofDirectors and the stockholders;

b. To initiate and develop corporate objectives andpolicies and formulate long range project, plans andprograms for the approval of the Board of Directors,including those for executive training, developmentand compensation;

c. To execute on behalf of the Corporation all contracts,agreements and other instruments affecting theinterests of the Corporation which require the approvalof the Board 0 Directors, except as otherwise directedby the Board of Directors;

d. To prescribe additional functions or duties to any ofthe officers of the Corporation;

21

e. To exercise such powers as may be incidental to hisoffice and perform each duty as the Board of Directorsmay assign to him.

The Chairman of the Board may assign the exercise or performanceof any of the foregoing powers, duties and functions to any other officer(s)of the Corporation, subject always to their supervision and control.

Section 3. Vice-Chairman of the Board.The Vice-Chairman ofthe Board shall preside at all meetings of the stockholders and the Boardof Directors in the absence of the Chairman. He shall perform such otherfunctions as may from time to time be delegated to him by the Board ofDirectors.

Section 4. President and Chief Executive Officer. ThePresident and Chief Executive Officer, elected by the Board from amongits members, shall have administration and direction of the day-to-daybusiness affairs of the Corporation. He shall exercise the followingfunctions:

a. To preside at the meetings of the Board of Directorsand of the stockholders in the absence of theChairman or the Vice-Chairman;

b. To have general supervision and management of thebusiness affairs and property of the Corporation;

c. To ensure that the administrative and operationalpolicies of the Corporation are carried out under hissupervision and control;

d. Subject to guidelines prescribed by law, to appoint,remove, suspend or discipline employees of theCorporation, prescribe their duties, and determinetheir salaries;

e. To oversee the preparation of the budgets and thestatements of accounts of the Corporation;

f. To prepare such statements and reports of theCorporation as may be required of him by law;

g. To represent the Corporation at all functions andproceedings, when authorized by the Chairman of theBoard or the majority of the Board of Directors;

22

h. To render annual reports to the Board of Directors andto the stockholders; and

1. To perform such duties as incident to his office or asentrusted to him by the Board of Directors, or theChairman of the Board;

J. To sign certificates of stock along with the Secretary.

The President and Chief Executive Officer may assign the exerciseor performance of any of the foregoing powers, duties and functions toany other officer(s) of the Corporation, subject always to his supervisionand control.

Section 5. Executive Vice-President and Chief OperatingOfficer. The Executive Vice-President and Chief Operating Officer shallhave such powers and shall perform such duties as may from time to timebe assigned to him by the Board of Directors or the Chairman of theBoard. In the absence or incapacity of the President and Chief ExecutiveOfficer, the Executive Vice-President and Chief Operating Officer, whoshall be a director, shall perform the functions of the President.

Section 6. Senior Vice-President(s). The Senior Vice-President(s) shall have such powers and shall perform such duties as mayfrom time to time, be assigned to him or them by the Board of Directors orthe Chairman of the Board.

Section 7. Vice President(s). The Vice-President(s) shallhave such powers and shall perform such duties as may from time totime, be assigned to him or them by the Board of Directors or theChairman of the Board.

Section 8. Treasurer. The Treasurer shall deposit all moneys andother valuable effects of the Corporation in such trust companies, banksor depositories as the Board of Directors shall from time to timedesignate. He shall have authority to receive and give receipts for allfunds, or sums of money given to the Corporation from any sourcewhatsoever and to endorse checks, drafts and warranties in its name andon its behalf, and give full discharge, for the same. Proper accounts shallbe kept in his office of all receipts and disbursements made by him for theCorporation, with the vouchers in support thereof which shall besubmitted to any auditor or auditors appointed by the stockholders forinspection as and when required. The Treasurer shall at all times besubject to the control of the Board of Directors, and shall perform such

23

other duties as may properly be delegated to him. He shall, if the Boardof Directors so require, give a bond in such amount as the Board mayrequire for the faithful performance of his duties.

Section 9. Assistant Treasurer. The Assistant Treasurer shallassist the Treasurer in the performance of her function. She shall havesuch other functions and powers as maybe determined by the Board ofDirectors from time to time.

Section 10. Secretary.The Secretary shall record all the votes andproceedings of the meeting of Stockholders and of the Board of Directorsin a book kept for that purpose. He shall have charge of the corporateseal of the Corporation. He shall keep at the principal office of theCorporation the stock and transfer book and therein keep a record of allthe stock, the names of stockholders alphabetically arranged with theaddresses to which notices may be sent, the installments paid and unpaidon all stock for which subscription has been made and the date ofpayment of any installment, a statement of every alienation, sale oftransfer of stock made, the date thereof and by and to whom made. Heshall perform such other duties as may be properly delegated to him. Hemust be a citizen and resident of the Philippines.

Section 11. Compliance Officer. To ensure adherence tocorporate principles and best practices, the Chairman shall designate aCompliance Officer who shall hold the position of a Vice-President or itsequivalent. He shall have direct reporting responsibilities to theChairman. He shall perform the following duties:

a. Monitor compliance with the provisions andrequirements of the SEC Code of CorporateGovernance and the Corporation's Manual onCorporate Governance;

b. Appear before the SEC upon summon on similarmatters that need to be clarified by the same;

c. Determine violation/ s of the Corporation's Manual onCorporate Governance and recommend penalty forviolation thereof for further review and approval of theBoard of Directors;

d. Issue a certification every January 30th of the year onthe extent of the Corporation's compliance with theManual on Corporate Governance for the completedyear, explaining the reason/ s of the latter's deviationfrom the same; and

24

e. Identify, monitor and control compliance risks.P!

Section 12.32 Compensation. Subject to Section 4, Article VIhereof, the Board of Directors shall determine the remuneration to bereceived by the officers designated in these by-laws. All other officers ofthe Corporation shall receive such remuneration as the Board of Directorsmay determine upon recommendation of the President.F' That fact thatany officer is a director shall not preclude him from receiving a salary orbonus as officer or from voting upon the resolution fixing the same.

ARTICLEVp4

BOARDCOMMITTEES

SECTION 1. Board Committees. The Board of Directorsshall constitute Committees in aid of good corporate governance, namely:Audit Committee, Nomination Committee, Compensation Committee andRisk Oversight Committee.35 (Amendment approved by the Board of Directorson May 14, 2015 and by the stockholders representing at least 2/3 of the outstandingcapital stock on July 29,2015.)

SECTION2. Audit Committee. The Audit Committee shallbe composed of at least three (3) directors, preferably with accountingand finance background, at least two of whom shall be an independentdirector. One of such independent directors shall serve as the head orchairman of the Audit Committee. Each member of the Audit Committeeshall have adequate understanding or competence of the Corporation'sfinancial management systems and environment. Its main duties andresponsibilities are:

a. Check all financial reports against its compliance with boththe internal financial management handbook and pertinentaccounting standards, including regulatory requirements;

b. Perform oversight financial management functions,specifically in the areas of managing credit, market, liquidity,

31 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.32 Ibid.33 Ibid.34 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.35 Ibid.

25

operational, legal and other risks of the Corporation, andcrisis management;

c. Pre-approve all audit plans, scope and frequency one (1)month before the conduct of external audit;

d. Perform direct interface functions with the internal andexternal auditors;

e. Elevate to international standards the accounting andauditing processes, practices and methodologies, anddevelop the followingin relation to this reform:

• A definitive timetable within which the accountingsystem of the Corporation will be substantiallyInternational Accounting Standard compliant;

• An accountability statement that will specificallyidentify the officers and Ior personnel directlyresponsible for the accomplishment of such task.

f. Develop a transparent financial management system thatwill ensure the integrity of internal control activitiesthroughout the Corporation, through step-by-stepprocedures and policies' handbook that will be used by theentire organization;

g. Recommend the appointment of external auditors whosereport they review;

h. Monitor the system of internal controls and corporatecompliance with laws, regulations and code of ethics;

1. Serve as a direct channel of communications to the Board forthe internal auditors and compliance officera.Pv

SECTION3. Nomination and Election Committee. TheNomination and Election Committee shall be composed of at least three(3) directors, one of whom shall be an independent director. Thiscommittee shall review and evaluate the qualifications of all personsnominated to the Board as well as those nominated to other positionsrequiring appointment by the Board and provide assessment on theBoard's effectiveness in directing the process of renewing and replacingBoard members. It shall pre-screen and shortlist all candidatesnominated as independent directors.P?

36 As amended by the Board of Directors on July 20, 2006, and by the stockholders on September27,2006.37Ibid.

26

SECTION 4. Compensation and Remuneration Committee.The Compensation and Remuneration Committee shall be composed ofat least three (3) members, one of whom shall be an independentdirector. It shall have the following duties and responsibilities:

a. Establish a formal and transparent procedure for developinga policy on executive remuneration, and for fixing theremuneration packages of corporate officers and directors,and provide oversight over remuneration of seniormanagement and other key personnel, ensuring thatcompensation is consistent with the Corporation's culture,strategy and control environment;

b. Designate the amount of remuneration which shall be in asufficient level to attract and retain directors and officerswho are needed to run the Corporation successfully;

c. Develop a form on Full Business Interest Disclosure as partof the pre-employment requirements for all incoming officers,which among others compel all officers to declare under thepenalty of perjury all their existing business interests orshare holdings that may directly or indirectly conflict in theirperformance of duties once hired;

d. Disallow any director to fix his own remuneration,compensation or per diem;

e. Provide in the Corporation's Annual Report and Informationor Proxy Statements a clear, concise and understandabledisclosure of compensation of its executive officers for theprevious fiscal year and ensuing year; and

f. Review existing administration or personnel policies with theaim of strengthening provisions on conflict of interest,salaries and benefits, promotion and career advancement,and compliance of personnel concerned with all statutoryrequirements that must be periodically met in theirrespective posts.s"

SECTION 5. Risk Oversi2ht Committee. The Risk OversightCommittee shall be composed of at least three (3) members, majority ofwhom must be independent directors. The Chairman of the RiskOversight Committee must be an independent director. Thecommittee shall have the following duties and responsibilities:

38 As amended by the Board of Directors on July 26, 2006, and by the stockholders on September27,2006.

27

(a) Promote an open discussion and awareness on the risks faced bythe Company and its subsidiaries which may have a potentialimpact on the Company's operations

(b) Review the Company's risk management function to ensure thatsenior management has the proper position, staff and resourcesto manage such risks.

(c) Oversee and work with the Company's Chief Risk Officer, theCompany's General Counsel, Chief Compliance Officer andexternal legal counsel and regulatory consultants, as needed, torecommend a risk profile of the Company. considering theCompany's risk capacity. risk appetite. risk limits, current riskprofile, risk exceptions and remediation protocols.

(d) Reviewwith senior management, the Company's Enterprise RiskManagement (ERM)charter, policies and procedures for assessingand managing potential key risk exposures.

(e) Review disclosures regarding risks contained in the Company'sAnnual Report and other publicly-issued statements

(f) Work with the Audit Committee in including in the Comuanv'sAnnual Report a certification as to the adequacy of theCompany's internal controls and risk management system.

(g) Oversee the risk management function, including reviewing withmanagement the guidelines and policies that govern the processby which risk assessment and risk management is undertaken.

(h) Perform other activities as may be required or necessarypursuant to the ERMcharter upon the request of the Board.

(Amendment approved by the Board of Directors on May 14, 2015 and by thestockholders representing at least 2/3 of the outstanding capital stock on July 29,2015.)

ARTICLE VIIOFFICE39

The main office of the Corporation shall be located at Metro Manila,Philippines. Branch offices may likewise be established in such otherplaces in the Philippines or in foreign countries, as the Board of Directorsmay determine from time to time.

ARTICLEVIII40

DIVIDENDSANDFINANCES

39 Ibid.40 Ibid.

28

Section 1. Fiscal Year. The fiscal year of the Corporationshall begin on the first day of January and shall end on the last day ofDecember of each year.

Section 2. External Auditor. An independent Auditor shallbe appointed by the stockholders during the annual stockholders'meeting. The auditor shall audit and examine the books of account ofthe Corporation, and shall certify to the Board of Directors andshareholders the annual balances of said books which shall be preparedat the close of the said year under the direction of the Treasurer. Nodirector of the Corporation, and no firm or corporation of which suchofficer or director is a member, shall be eligible to discharge the duties ofAuditor. The compensation of the Auditors shall fixed by the Board ofDirectors.

Section 3. Dividends. Dividends payable out of the surplus of theCompany shall be declared at such time and in such manner and in suchamounts as the Board of Directors shall determine. Provided that, stockdividends shall be subject to the approval of the stockholders in a meetingcalled for the purpose.

ARTICLE IX

AMENDMENTOF BY-LAWS41

The Board of Directors, by a majority vote thereof, and the ownersof at least a majority of the outstanding capital stock, at a regular orspecial meeting duly called for the purpose, may amend or repeal any by-laws or adopt new by-laws. The owners of two-thirds (2/3) of theoutstanding capital stock may delegate to the Board of Directors thepower to amend or repeal any by-laws or adopt new by-laws; Provided,that any power delegated to the Board of Directors to amend or repeal anyby-laws or adopt new by-laws shall be considered as revoked wheneverstockholders owning or representing a majority of the outstanding capitalstock shall so vote at a regular or special meeting.

Whenever any amended or new by-laws are adopted, such amendedor new by-laws shall be attached to the original by-laws in the officeof theCorporation, and a copy thereof, duly certified under oath by thecorporate secretary and a majority of the directors, shall be filed with the

41 As amended by the Board of Directors on July 20, 2006, and by the stockholders on September27,2006.

(SGD) DAVID M. CONSUNJI (SGD) JORGE A. CONSUNJI

29

Securities and Exchange Commission, the same to be attached to theoriginal articles of incorporation and original by-laws.

ARTICLE X

SEAL42

The Corporate seal shall consist of a circular design on which isinscribed the name of the Corporation, DMCIHoldings, Inc., in such formand design as may be determined by the Board of Directors.

ARTICLE XI

ADOPTION CLAUSE43

The foregoing by-laws were adopted by all the stockholders of theCorporation on February 22, 1995 at the principal office of theCorporation

IN WITNESS WHEREOF, We the undersigned stockholders presentat said meeting and voting thereat in favor of the adoption of said by-lawshave hereunto subscribed our names this 22nd day of February, 1995.

(SGD) ISIDRO A. CONSUNJI (SGD) ANTONIO G. BERNAS

(SGD) MA. CRISTINA C. GOTIANUN

42 As amended by the Board of Directors on July 20, 2006 and by the stockholders on September27,2006.43Ibid.

SECRETARY'S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, NOEL A. LAMAN, of legal age, Filipino, with office address at 5th Floor, The ValeroTower, 122 Valero Street, Salcedo Village, Makati City, do hereby depose and state that:

1. I am the duly elected Corporate Secretary of DMCI Holdings, Inc. (the"Corporation"), a corporation organized and existing under the laws of the Republic of thePhilippines;

2. To the best of my knowledge, no action or proceeding has been filed or ispending before any Court involving an intra-corporate dispute and/ or claim by anyperson or group against the Board of Directors, individual directors and/or majorcorporate officers of the Corporation as its duly elected and/ or appointed directors orofficersor vice versa.

OICr::l lW~m5SS WHEREOF, I have hereunto----;1---- at Makati City, Metro Manila.

affixed signature thismy

~~NOEL A. LAMANCorporate Secretary

SUBSCRIBEDAND SWORN to before me this OCT 1 5 2015

Doc. No. g3Page No. ---"7'!J,--~BookNo '---JI,------,Series of 2015.

ent No. M-457ic - City ofMakati

1 December 2016Castill aman Tan Pantaleon

& San Jose Law FirmThe Valero Tower, 122 Valero Street

Salcedo Village, Makati CityPTR No. 4893767;05-06-20 I5;Makati City

lBP No. 1007329;04-17-20 15;M.akatiCity ChapterRoll No. 64934

DIRECTORS' CERTIFICATE OF AMENpn',~MU:E~NJ1..Ir,;-,,',-..: -, ----~OF THE AMENDED BY-LAWS!i;;~.'·-''.:/\i;)'';

OF

DMCI HOLDINGS, INC.

We the undersigned, the Chairman and Secretary of the Stockholheld on July 29, 2015, and majority of the members of the Board of Dire 0

HOLDINGS,INC. (the "Company") hereby certify that the attached document is a trueand correct copy of the Amended By-Laws of the Company.

The amendments are as follows:

(a) Article III, Sec. 3 (last par) to provide that all nominations to the boardshould be submitted to the Board of Directors, with the consent of thenominees, at least 60 days prior to the scheduled date of annualstockholders' meeting.

(b) Article III, See. 8 (Notice of Meetings) to provide that notice of regularor special meeting shall be given by the Corporate Secretary bydelivering the notice by hand, by mail or by electronic mail, at least five(5) business days before the scheduled date of board meeting.

(c) Article III, Sec. 9 to indicate that decisions of the Board shall requirethe affirmative vote of at least 2/3 of the members of the Board.

(d) Article III, Sec. 11, to indicate that any resignation of a director shouldbe in writing and delivered to the Chairman of the Board and theCorporate Secretary.

(e) Article IV, Sec. 1, to add in the definition of independent directors thathe/ she should be independent of the substantial shareholders of thecorporation.

(j) Article VI, Sec. 1 - to add the Risk Oversight Committee as one of theBoard committees.

(g) Article VI, Sec. 5- to add the composition and duties of the RiskOversight Committee.

We further certify that the said amendments were unanimously approved by thestockholders owning at least two-thirds (2/3) of the outstanding capital stock at theannual meeting held on July 29, 2015 and by the Board of Directors at its meeting heldon May 14, 2015, at the Company's principal office.

-2-

IN WHEREOF, we have hereunto set our hands on this________ ~~~~~at ~oezoNlJrt

S NJICh . man of the Stockhol ers' Meeting/

hairman of the Board of DirectorsTIN 100-985-420

HE~E~~NJIDirector

TIN 110-929-710

LUZCO~EL ~NSUNJIDIr~C01

TIN 409-533-569

MA.PIL~RREZSecretary of the Stockholders' Meeting

TIN 214-788-468

DirectorTIN 121-507-656

JORGEdo~Director7)J.

TIN 110-929-728

Director~~00-985-438

~~~~'Independent ~l~;UbT V

TIN 203-006-677

Independent DirectorTIN 125-401-609

Doc. No. }illPage No. :Book No.Series of 2015.

JOEL G. GORDO LANOT RY PUBLICRO No. 25103AD . o. NP-056

UNIT 1-878 Q It INO HIWAY GULODNOVALlC~ S QUEZON CITYIBP No. 082685-1-9-15 Q.C.PTR No. Q SOSB6-1-5-15 0 c.Me'.!: No ('01", .••• , ..•. , .~",_ ~JwLl1_.L._ U Ov ~.. I ~

-3-

OCT1420'1SUBSCRIBED AND SWORN to before me this _ day of 2014 atlUEZON=tJ1'VUfiants having exhibited to me their proof of identification as

follows:

Name Competent Proof of Place of Issue / Date of IssueIdentification or Ex-'pi!Y

Isidro A. Consunii TIN ID 100-985-420Cesar A. Buenaventura TIN ID 121-507-656Jorge A. Consunji TIN ID 110-929-728Ma. Edwina C. Laperal TIN 100-929-743Victor A. Consunji TIN 100-985-438Herbert M. Consunji TIN 110-929-710Luz Consuelo A. Consunii TIN 409-533-569Antonio Jose U. Periquet TIN 203-006-677Honorio Reyes-Lao TIN 125-401-609Ma. Pilar M. Pilares- SSS ID 33-7696807-7Gutierrez